Exhibit 10.18


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT (this “Agreement”),
effective as of December 11, 2015, is entered into by and between NUGENE INC. (“NuGene” or “NG”), a
California corporation that is a wholly owned subsidiary of NuGene International, Inc. ("NUGN"), licensee of Kathy Ireland
Worldwide (“KIWW”); and KBHJJ, LLC (“KBHJJ”), a Florida limited liability company. The
foregoing parties are referred to in this Agreement collectively as the “Parties.”


 


WHEREAS, KBHJJ is owned and operated
by Kevin Harrington (“KH”), Brian Harrington and Jimmy Jongebloed (the “Team”) wherein KH is President
and CEO.


 


WHEREAS, the Team and KBJJJ are experts
in the field of infomercials and TV shopping sales worldwide;


 


WHEREAS, NuGene desires to expand its sales
channels into TV shopping both domestic and worldwide;


 


WHEREAS, NuGene desires to obtain services
from KBHJJ and KBHJJ desires to provide services to NuGene;


 


NOW, THEREFORE, for good and sufficient
consideration and of the mutual promises herein contained, the receipt of which is hereby acknowledged, the Parties hereto agree
as follows:


 


1. COMPENSATION. NuGene agrees to
compensate KBHJJ for the Services described in Section 2 as follows:


 


A.
Warrants. Warrants to purchase 1,350,000 shares of common stock of NUGN ("NUGN Warrants"), of which KBHJJ shall
receive:  


		1.	NUGN Warrants to purchase 450,000 shares upon execution of this agreement,



		2.	NUGN Warrants to purchase 450,000 shares vesting 6 months from the execution date of this Agreement, and the remaining



		3.	NUGN Warrants to purchase 450,000 shares vesting 6 months thereafter following the schedule in Exhibit A provided that NuGene
successfully funds the infomercial.



 


B. Additional
Shares Based on Results. 500,000 additional shares that can be earned within the first 18 months of this Agreement by
hitting benchmarks established by NuGene as follows: $11 million in total Revenue from TV shopping sales.
“Revenue” shall be defined in this Agreement as gross sales minus shipping and returns.


 


C.
Pre-Paid Sales Advance. $50,000 of pre-paid sales advance upon execution of the agreement.


 




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D.
Kick-Off Fee. $50,000 kick-off fee on January 4, 2016 for services to be performed as follows:


 


		·	Review of existing footage and materials, and meet with Kathy’s
team



 


		·	Research and review of products, scientific claims, consumer testimonials,
expert testimonials, product marketplace, similar claims in industry and industry product offers in retail, on infomercial and
on TV shopping. 



 


		·	Begin Assembly of Production Team- KBHJJ will interview 5 producers,
evaluate production proposals and ideas, 



 


		·	Infomercial Script Writers- KBHJJ will begin to interview and evaluate
several script writers in addition to any script writers attached to the producers



 


		·	Review and evaluate packaging and offer for Infomercial



 


		·	Work closely with NuGene and KIWW team to: develop Infomercial concept,
script, website design, host to be paired with Kathy Ireland (if host different than Dr. Kathy Anderson), product offering and
any and all aspects of NuGene’s obligations under the Brand Ambassador contract with KIWW. Utilize KIWW team, resources and
facilities were possible if it is deemed cost beneficial.



 


		·	Coordinate with NuGene team to perfect pitch and utilize the KH brand
to promote business. Promotion will include promotional video with KH produced by KBHJJ and a mutually agreed personal appearance
by KH 



 


		·	Evaluate QVC and TV shopping opportunities and begin discussions with
buyers and legal department regarding claims and presentation. Begin discussions with buyers in Jan Q1 2016.



 


		·	Identify potential candidates for and begin evaluation of on air host
to be paired with Kathy Ireland, transactional website designer, call center, fulfillment operation, media buying company, and
dub house set up.



 


E.
2.75% - Gross North America infomercial sales


 


F.
2.75% - Gross wholesale sales from big box retail, excluding SPA retail sales after infomercial campaign roll out 


 


G.
5% - Gross wholesale international sales from brick and mortar retail, excluding SPA retail sales), post infomercial campaign roll
out


 


H. 7.5% -
Gross wholesale QVC and TV shopping worldwide


 




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All gross sales percentages
shall be paid on a quarterly basis. “Gross” shall refer to gross revenue, minus shipping, returns, price adjustments,
credits and sales commissions.


 


All stock/shares provided
herein are unregistered, restricted securities that are highly speculative. KBHJJ agrees to comply with all applicable rules (federal
and state) regarding the sale or distribution of the unregistered securities. Neither NuGene nor NUGN make or have made any warranties
as to the value or ability to sell such unregistered securities or to realize any amounts in connection therewith.


 


2. KBHJJ SERVICES. KBHJJ agrees
to perform using best efforts in connection with rendering the following specific services (collectively, the “Services”):


 


A. Promotion in markets
in the United States and internationally for sales of NuGene products, through, by way of example and not limitation, social media,
press interviews, and trade shows and/or industry events at the expense of NuGene. All expenses must be pre-approved by NuGene
in advance.


 


B. Assemble the Team
to produce and oversee all aspects of a full length 30 minute infomercial, the steps of which are described in Exhibit A, attached
hereto. KBHJJ will be responsible to obtain all copyright and actor releases, so that NuGene has all rights to own and use the
infomercial.


 


C. KBHJJ will act as
the sales agent and representatives for NuGene in the worldwide home shopping category.


 


D. Advising NuGene
on strategies to expand the scope of its product marketing, through, by way of example and not limitation, direct to consumer sales
via infomercial, home shopping networks, Speaking events, webinars and internet sales.


 


E. Advising NuGene
with regards to the business plan, the pitch and fundraising efforts.


 


F. Providing NuGene with the right to use
of the name, likeness and applicable titles of KH, including “Original Shark from Shark Tank,” “Inventor of the
Infomercial,” “Founder of the Electronic Retailers Association” and “Pioneer of AS SEEN ON TV Industry”
for the purposes of promoting the products of NuGene in which case all promotional materials are submitted in writing no later
than seven (7) days prior to the activities or printing of materials for approval in writing and subsequently authorized by KH
and KBHJJ.


 


G. KH making personal appearances during
the Term of this Agreement where the locations and events as well as length of time per appearance are mutually agreed upon by
the Parties. Reasonable airfare, lodging and ground transportation expenses shall be paid by NuGene for the Team with prior approval
of NG in writing for such appearances. By way of example and not limitation, such appearances may include trade shows, NuGene events,
NuGene investor relations, NuGene corporate meetings, TV appearances and other promotional events for the NuGene products and NuGene.


 




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H. The Services will be provided as Works
Made for Hire and NuGene will own all rights, title and interest in and to the Services and all results, including but not limited
to media, advertising, footage, materials and the infomercials.


 


3. OTHER ACTIVITIES.


 


The parties acknowledge that KBHJJ will render the Services
using best efforts and will be engaged in other business activities which are unrelated to NuGene and the Services.  Nothing
contained herein shall in any way restrict KBHJJ’s continued involvement with other business activities, except those that
are in conflict with this Agreement.


 


4. TERM AND TERMINATION.


 


A. Term. Five (5) year initial term. NuGene
has the option to extend the term for an additional Five (5) year period.


 


B. Termination. NuGene may terminate this
Agreement and all compensation herein (except for the Kick-Off Fee) if KBHJJ fails to provide any and all of the Services herein
by providing written notice with a 30-day right to cure. In the event of any termination, all compensation herein shall terminate
after a period of 2 years following date of termination excluding the vesting of warrants which shall terminate upon failure to
cure the breach.


 


5. NUGENE DUTIES.


 


A. NuGene warrants and represents that all
claims about ingredients in the NuGene products are truthful and accurate.


 


B. NuGene agrees to
provide the technical resources and medical personnel and studies to back any claims made by NuGene regarding any and all products
up to the legal standards of the FCC, homes shopping channels worldwide, foreign government or regional governing body regulations,
medical practice standards and product approvals in the area of NuGene products and claims worldwide.


 


6. PRESS RELEASE. NuGene may issue
a press release related to this Agreement upon prior written approval of KBHJJ. KBHJJ is required promptly to report via email
directly to the CEO (alikh@nugene.com) and carbon copy (“cc”) the President (david@nugene.com) and VP of Business Development
of NuGene on all material milestones such as launch of infomercial, launch of product on home shopping, and lauch of direct to
consumer product campaign in foreign countries or territories achieved and assist in the drafting of press releases related to
their material milestones.


 




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7. GOVERNING LAW AND JURISDICTION.
The laws of the State of California will govern this Agreement. The Parties consent to the exclusive jurisdiction of the state
and federal courts located in Orange County, California for any dispute arising from or out of this Agreement, and the Parties
waive their right to have an action under this Agreement brought or tried elsewhere.


 


8. OTHER.


 


A. Assignment. The
Parties may not assign this Agreement or any interest herein without the other Party’s’ express written prior permission.


 


B. Counterparts. This
Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute
one instrument.


 


C. No Implied Waiver.
Either Party’s failure to insist in any one or more instances upon strict performance by the other Party or any of the terms
of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance
of any term thereof.


 


D. Final Agreement.
This Agreement terminates and supersedes all prior understandings and agreements on the subject matter hereof. This Agreement may
be modified only by a further writing that is duly executed by both parties.


 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement effective as of the date first set forth above.


 


	NUGENE	KBHJJ, LLC


 


	By:	 	 	By:	 


 


	Title:	 	 	Title:	 


 


	Printed Name:	 	 	Printed Name:	 


 


	Address:	 	 	Address:	 


 


	 	 	 


 




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EXHIBIT A


 


EVALUATION OF CURRENT FOOTAGE
AND MATERIALS: WEEK ONE – THREE


 


Review of all footage and meet with Kathy Ireland’s production
company if necessary. Evaluate all testimonials and materials used in the footage.


 


PRE-PRODUCTION PHASE: WEEK
THREE - EIGHT


 


ON AIR HOST WITH KATHY IRELAND


 


The structure of the on air personality agreement depends on
the level of talent. Deals can be priced on a per day fee which will include a day rate for shooting, a rate for rehearsal, and
re-shoot days; a turn- key “show” rate which includes rehearsal and shooting with a re-shoot day rate; and a reduced
rate for day or show fees with a 1%. KBHJJ will present hosts to NG to choose from to sell the products to the public with Kathy
Ireland, pending KIWW approval.


 


TRANSACTIONAL WEBSITE DESIGN AND BUILD


 


Evaluate multiple microsite creators within the infomercial
website to build a high impact, sales and conversion tested website. This site will include a backend technology that allows NG
to upsell, down sell, and cross sell additional items to the consumer to increase Average Order Value. Website will be the property
of NuGene creative content is subject KIWW approval.


 


CALL CENTER 


 


The second method to take a sale is through a call center. The
call center can be one of two natures – Live Operators or IVR (Interactive Voice Response). KBHJJ will explore both options,
each have their pros and cons, but depending on the creative of the infomercial and the offer.


 


FULFILLMENT


 


KBHJJ will work with NG current fulfillment set up or
look for other fulfillment houses. KBHJJ have worked with several fulfillment centers in the infomercial world that can take the
order, pick, pack and ship, hit the credit cards if necessary, and handle customer service if necessary.


 




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INFOMERCIAL MEDIA BUYING AND EVALUATION


 


This is one of the most important steps on an ongoing basis.
Media will be the lifeline to run the business and drive revenue. KBHJJ will select a leading media agency within the infomercial
business that has experience with this category. KBHJJ will go over media plans and work with the agency to get the best rates
possible for the most desirable timeslots, stations, and locations.


 


DUB HOUSE SET UP


 


Before the infomercial goes to the TV station, it needs to flow
through a dubhouse, which will prepare the show, dub and Voice Over the 800 number, and send it to each individual station.


 


TELEVISION STANDARDS AND FCC REGULATIONS DOCUMENTATION


 


KBHJJ will suggest a number of legal compliance groups/firms
that are in the business of clearing products and businesses for sales on broadcast and cable TV. This is much different and comes
with a much higher degree of scrutiny than selling in retail, online or in catalogues.


 


INFOMERCIAL PRODUCTION:
WEEK FIVE – TWENTY ONE


 


INFOMERCIAL PRODUCTION COST RANGE: $250,000.00 to $400,000.00


 


50% of TOTAL COST UP FRONT


 


This cost depends on which producer is selected, style of the
show, and the level of production value.


 


1. Product evaluation by Infomercial Production Company (IPC):
WEEK FIVE


 


KBHJJ provide IPC with NG product for research through product
use, along with any product videos or instruction that will be helpful in the evaluation


 


2. Initial Pricing and Offer Structure with Potential Free
Gifts and Upsell Items: WEEK FIVE - SIX


 


KBHJJ and NG will provide IPC with a various price points for
and combinations of NG products, and any other products that can be added for free as complimentary items for the offer.


 


3. Target Consumer Evaluation: WEEK FIVE
- SEVEN


 


IPC will use sales and media data for the products sold through
Direct Response (“DR”) Channels similar to ours and evaluation of similar industries


 




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4. Consumer and Expert Testimonials: THREE – TWENTY
ONE


 


KBHJJ provide IPC with at least 15 testimonials from average
consumers using NG for various activities and as many “expert” testimonials (high profile professionals, celebrities,
doctors, researchers, etc.)


 


5. Drafting and Finalizing the Script: EIGHT – ELEVEN


 


KBHJJ and IPC will assign a screenwriter that has worked with
products in the health and beauty categories. There will be multiple back and forths with IPC, screenwriter, and KBHJJ to
get to the best final script as possible. This will be tailored from information from NG, who the hosts are, the style of infomercial,
big ideas, and many other variables. The script will show word for word what the hosts of the infomercial will say (some hosts
may not read word for word), as well as accompanying video that will be on screen during those words.


 


6. Shooting the Show: WEEK TWELVE – FIFTEEN 


 


After Scripting is finalized, IPC will begin to plan the shoot
dates. This will most likely be within a 1-3 day period at a single location, then followed up with individual product shots, testimonials,
and B-Roll on other days. Depending on the IPC, the location of this shoot can be anywhere in the United States.


 


7. Editing: WEEK SIXTEEN – NINETEEN


 


The editing process immediately follows the shooting of the
show. After all footage is captured, the IPC will throw out an initially rough draft. This is to get all of the shot and ideas
in one video, then edit from there. This rough draft could be twice the length of the infomercial KBHJJ will ultimately come up
with. KBHJJ will go through an editing process that can take several versions of the rough draft, until the final draft it approved
by all parties.


 


8. Infomercial Media Test: TWENTY – TWENTY ONE


 


MEDIA TEST BUDGET: $10,000 UP TO $20,000 PER WEEK


 


After the final show is approved, a testing media plan would
have already been created and approved. This show will then go to the media agency and dubhouse to get it ready for the media test.
This test will first be held over a one week period, then depending on results, may have to test one or two more times before a
roll out decision is made.


 


9. Additional Edits, Calls to Action and Shooting Days: AS
SITUATION DICTATES


 


Some level of adjustment inevitably needs to be made in just
about every show. KBHJJ will get data from the media buyer and analyze everything from pace of the show and call to action effectiveness
to offer combination and price point.


 




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10. Adjustments to Call Center Scripts: ONGOING DURING
TEST AND ROLLOUT


 


The call center will be monitoring the effectiveness of the
product sales scripts based on random selection of both successful and unsuccessful closes, as well as the customer experience
from intake to sales offer to upsell offers. Adjustments will be made to try to achieve a higher close rates on the basic product
TV kit and upsells.


 


11. Media Rollout


 


MEDIA ROLLOUT BUDGET: $50,000 UP TO $200,000 PER WEEK FOR FIRST
4 to 6 WEEKS (Until sales are paying for all media costs)


 


After the initial test and proven success, KBHJJ will work with
the media agency (or multiple) to plan and execute on the best media possible on an ongoing basis to drive the best results. Additionally,
KBHJJ will look to expand distribution into brick and mortar, live shopping, and international distribution.


 




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